News: DHX MEDIA TO ACQUIRE NERD CORPS

Halifax, Toronto, Vancouver, Los Angeles, London. 2.12.2014. DHX Media, a key player internationally in the creation of content for families and children, announced today that it has entered into an agreement to acquire Vancouver-based Nerd Corps Entertainment Inc. and its subsidiaries for approximately $57 million. The transaction is anticipated to close by December 24, 2014.

The acquisition increases DHX’s operating leverage, adding Nerd Corps’ animation studio in Vancouver, BC, which features five lines of production, as well as Nerd Corps’ interactive apps, gaming expertise, and licensing opportunities with Nerd Corps’ brands. The transaction brings more than 200 half hours of proprietary children’s content to DHX’s library, including the hit comedy adventure series, Slugterra, which has been broadcast in more than 150 countries and is one of the most popular titles on Disney XD in both Canada and the US. The deal includes licensing and distribution rights for all proprietary Nerd Corps series. The acquisition will increase DHX’s staff level in Vancouver from approximately 300 to 700 personnel.

Nerd Corps co-founder Asaph “Ace” Fipke will be joining the DHX Content team in the role of Chief Content Officer, Kids & Family, reporting to DHX President and Chief Operating Officer, Steven DeNure; and Nerd Corps President, Ken Faier, will come on board at DHX Content as Senior VP and General Manager, Kids & Family.

Steven DeNure, President and COO of DHX Media, said: “Nerd Corps has an outstanding reputation and track record for high-quality animation, and we believe this is a perfect fit for DHX Media – one that will add significant value and expertise. We look forward to having Ace, Ken the rest of the Nerds on our team.”

Ace Fipke, CEO and co-founder of Nerd Corps, stated: “We are very proud of the way we have developed brands and produced content at Nerd Corps having worked with some of the great children’s brands and companies in the industry. Combining our forces with DHX allows us to continue building compelling content for kids and families around the world.”

Founded in 2002, Nerd Corps has grown from a small operation in downtown Vancouver, BC, to a team of approximately 400 artists, storytellers and management professionals. The company is noted for its highly creative vision that generates entertainment experiences for children that reach across platforms, from television to mobile, online, toys and more. Nerd Corps’ Vancouver animation studio produces and distributes a diverse slate of award-winning original properties, including Endangered Species, Kate & Mim-Mim, League of Super Evil, Rated A for Awesome, Slugterra, and Storm Hawks. Nerd Corps has also produced award-winning animation as a third-party service provider for some of the top children’s brands globally.

DHX Media Ltd. (www.dhxmedia.com), a leading creator, producer, marketer and broadcaster of family entertainment, is recognized globally for such brands as Yo Gabba Gabba!, Caillou, Teletubbies, In the Night Garden, Inspector Gadget, Johnny Test, and the multi-award winning Degrassi franchise. DHX Media Ltd. is the owner of Family Channel, the most-viewed children’s television channel in Canada, as well as the channels Disney Junior (English & French) and Disney XD in Canada. The Company markets and distributes its library of more than 11,000 half-hours of entertainment programming worldwide, and licenses its owned properties through its dedicated consumer products business. DHX Media Ltd.’s full-service international licensing agency, Copyright Promotions Licensing Group Ltd. (CPLG), represents numerous entertainment, sport and design brands. DHX Media Ltd. has offices in Toronto, Vancouver, Halifax, Los Angeles, London, Paris, Barcelona, Milan, Munich and Amsterdam, and is listed on the Toronto Stock Exchange under the ticker symbols DHX.A and DHX.B.

Disclaimer

This press release contains forward looking statements with respect to DHX and the proposed acquisition of Nerd Corps including statements regarding the expected benefits of the acquisition, the expected accretive nature of the acquisition and the transaction closing date. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, such statements involve risks and uncertainties and are based on information currently available to the Company. Actual results may differ materially from those expressed or implied by such forward looking statements. Factors that could cause actual results or events to differ materially from current expectations, among other things, include risks related to the satisfaction of the conditions to closing the acquisition, risks factors discussed in materials filed with applicable securities regulatory authorities from time to time including matters discussed under “Risk Factors” in the Company’s Annual Information Form for the year ended June 30, 2014, and annual Management Discussion and Analysis. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.